Flat Glass Group Co., Ltd. — AGM Information 2016

Apr 28, 2016

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福萊特玻璃集團股份有限公司 Flat Glass Group Co., Ltd.

(a joint stock company incorporated in the People’s Republic of China with limited liability) (stock code: 6865)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 28 JUNE 2016

Number of shares and the relevant class of shares(domesticto whichshares/Hthisshares)form of [(Note] proxy [1)] relates

I/We, [(Note][2)] of (address) RMB0.25being the holder(s)each in ofthe share capital of Flat Glass Group Co.,domesticLtd. (theshares/“ Company ”), hereby appoint the ChairmanH ofsharesthe [(Note] meeting [3)] of or (Note 4)

ofas my/our(address)proxy(ies) to attend the annual general meeting (the “ AGM ”) of the Company to be held at 9:00 a.m. on 28 June 2016 (Tuesday) at the Conference Room, 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of AGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.

			ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
	1.		To consider and approve the report of the board of directors of the
			Company (the “Board”) for the year ended 31 December 2015.
	2.		To consider and approve the report of the board of supervisors of the
			Company for the year ended 31 December 2015.
	3.		To consider and approve the audited consolidated financial statements of
			the Company and its subsidiaries and the auditors’ report for the year
			ended 31 December 2015.
	4.		To consider and approve the profit distribution plan and payment of the
			final dividend for the year ended 31 December 2015.
	5.		To consider and approve the re-appointment of Messrs. Deloitte Touche
			Tohmatsu as the domestic auditors of the Company to hold office until
			conclusion of the next annual general meeting, and to approve and
			authorize the Board to determine its remuneration.
	6.		To consider and approve the re-appointment of Messrs. Deloitte Touche
			Tohmatsu as the international auditors of the Company to hold office until
			conclusion of the next annual general meeting, and to approve and
			authorize the Board to determine its remuneration.
	7.		To consider, approve, ratify and confirm the remuneration of the directors
			of the Company (the “Directors”) for the year ended 31 December 2015,
			and to consider, approve and authorize the Board to determine the
			remuneration of the Directors for the year ending 31 December 2016.
	8.		To consider, approve, ratify and confirm the remuneration of the
			supervisors of the Company (the “Supervisors”) for the year ended 31
			December 2015, and to consider, approve and authorize the Board to
			determine the remuneration of the Supervisors for the year ending 31
			December 2016.
			SPECIAL RESOLUTION
	9.		To consider and approve the proposed amendments of the articles of
			association of the Company as set out in the notice of the AGM.

Date:

day of 2016 Signature:

(Note 6)

Notes:

1. Please insert the number of shares of the Company registered in your name(s) to which this form of proxy relates and the relevant class of shares. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares of the Company registered in your name(s) (whether alone or jointly with others).

2. Please insert the full name(s) and address(es) as registered in the register of members of the Company in BLOCK LETTERS .

3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.

4. If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out the words “the Chairman of the meeting or” and insert the name of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.

5. Important: If you wish to vote for any resolution, please put a tick or insert the number of shares held by you in the box marked “FOR”. If you wish to vote against any resolution, please put a tick or insert the number of shares held by you in the box marked “AGAINST”. If you want to abstain from voting on any resolution, please put a tick or insert the number of shares held by you in the box marked “ABSTAIN”. If no direction is given, your proxy may vote as he/she thinks fit. The shares abstained will be counted in the calculation of the required majority.

1. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its director or attorney or other officer duly authorized. In case of joint holders, this form of proxy must be signed by the shareholder whose name stands first in the register of members of the Company.

2. To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarial copy of that power of attorney or other authority must be delivered, for holders of H shares of the Company, to the Company’s H shares registrar in Hong Kong, Tricor Investor Services Limited at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong or for holders of domestic shares of the Company, to the head office of the Company in the PRC at 1999 Yunhe Road, Xiuzhou District, Jiaxing, Zhejiang Province, the People’s Republic of China not less than 24 hours before the time appointed for the holding of the AGM (or any adjournment thereof) or for taking the poll.

3. You are reminded that completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.